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Kedia Construction Company Ltd.

BSE: 508993 Sector: Others
NSE: N.A. ISIN Code: INE511J01019
BSE LIVE 10:59 | 12 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.66
PREVIOUS CLOSE 4.44
VOLUME 5
52-Week high 4.66
52-Week low 0.00
P/E 33.29
Mkt Cap.(Rs cr) 1
Buy Price 4.66
Buy Qty 25020.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.66
CLOSE 4.44
VOLUME 5
52-Week high 4.66
52-Week low 0.00
P/E 33.29
Mkt Cap.(Rs cr) 1
Buy Price 4.66
Buy Qty 25020.00
Sell Price 0.00
Sell Qty 0.00

Kedia Construction Company Ltd. (KEDIACONSTRUCT) - Director Report

Company director report

To

The Members

KEDIA CONSTRUCTION CO. LIMITED

Your Directors have pleasure in submitting the Thirty-Fifth Annual Report on thebusiness and operation of the Company along with the Audited Accounts for the financialyear ended 31st March 2016.

FINANCIAL RESULT:

The performance of the Company for the financial year ended 31st March 2016 issummarized below:

Sr. No. Particulars Current Year (Rs) Previous Year (Rs)
a. Total Income 985087 935884
b. Expenditure Before Depreciation 975921 917746
c. Profit before depreciation & amortization 9166 18138
d. Depreciation & Amortization Nil 16127
e. Profit before Taxes 9166 2011
f. Tax Expenses including Deferred Tax 2159 464
g. Profit after Taxes 7007 1547
h. Add : Balance brought forward from previous year 497760 496213
i. Amount available for appropriation 504767 497760
j. Proposed Dividend (Including tax) on Equity Shares Nil Nil
k. Net Balance carried to Profit & Loss Account 504767 497760

BUSINESS RESULT:

During the year under review your Company has registered a turnover of Rs969940/-asagainst Rs815780/- in the previous year. The Profit before taxes in the current year is^9166/- as against Rs2011/- in the previous year and profit after taxes are Rs7007/- asagainst Rs1547/- in the previous year.

FINANCE:

Cash and cash equivalents as at March 31 2016 was Rs380651/-. The company continuesto focus on judicious management of its working capital. Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.

DIVIDEND:

In order to conserve the resources for future your Directors do not recommend anydividend for the financial Year 2015-2016.

AMOUNT PROPOSED TO CARRY TO ANY RESERVES:

No amount has been carried to any reserves as on 31st March 2016.

FUTURE OUTLOOK:

The Company’s plans for securing the growth is under way and appropriate actionwill be taken in future a appropriate time for future development.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENC OF THEFINANCIAL YEAR AND DATE OF THE REPORT:

There are no changes affecting the financial position from the end of Financial Yeari.e. 31st March 201 till date.

LISTING OF SHARES AND DEMATERIALIZATION:

The Company’s shares are listed and traded at Bombay Stock Exchange (BSE) and itsscrip code is 508992 and ISIN No. INE511J01019

SAFETY:

The Management is committed to ensure safety of its employees plant and community atall its operations. The safety Management system has been established communicationinvolvement motivation skit development training and health have been identified as thekey drivers for safe working environment. These initiatives have resulted in reducing theinjuries and lost time significantly.

FIXED DEPOSIT:

During the year under review the Company has not raised any funds by way of fixeddeposits and as such no amount of principal or interest was outstanding as of the balancesheet date.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

DIRECTORS:

In pursuant to the provisions of the Companies Act 2013 and the Articles ofAssociations of the Company Mr. Vijay Kumar Khowala Director of the Company liable toretire by rotation and being eligible offer himsell for re-appointment.

Name Designation Gross Remuneration Qualification Age & Experience (Years) Date of Commencement of Employment
Mr. Vijay Kumar Khowala Whole time Director Nil B. Com 58/32 05/11/2001

BOARD MEETINGS:

The Board of Directors met Four times during this financial year 2015-2016. The detailsof the meetings are elaborated in the Corporate Governance Section of this Report.

SEPARATE INDEPENDENT DIRECTORS’ MEETINGS:

The Independent Directors meet at least once in a year without the presence ofExecutive Directors or Management representatives. They also have a separate meeting withthe Non-Executive Chairman to discuss issues and concerns if any.

The Independent Directors met once on 29th January 2016 during the Financial Yearended 31st March 2016.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The details of the same is available on the website ofthe Company.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(7) of theCompanies Act 2013 read with Schedules and Rules issued thereunder and under Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD & COMMITTEE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and under Regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

SHARE CAPITAL:

A) Issue of Equity Shares with Differential Rights:

The Board of Directors has not made any issue of Shares in current financial year.

B) Issue of Sweat Equity Shares:

No Sweat Equity Shares were issued in current financial year.

C) Issue of Employee Stock Options:

No Employee Stock Options were issued in current financial year.

D) Provision of Money by Company for Purchase of Its Own Shares by Employees or byTrustees for the benefit of employees:

No provision is made by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in this regard.

POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern. A high level Committee has been constituted whichlooks into the complaints raised. The Committee reports to the Audit Committee and theBoard.

INTERNAL AUDIT SYSTEM:

The Company’s has in house Internal Audit department commensurate with its natureand size of the Company.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has a proper and adequate internal control system for all its activitiesincluding safeguarding and protecting its assets against any loss from its unauthorizeduse of disposition. All transaction are properly documented authorized recorded andreported correctly. The Company has well defined Management Reports on key performanceindicators. The systems are reviewed continuously and its improvement and effectiveness isenhanced based on the reports from various fields.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act 2013 and theCompanies (Particulars of Employee) Rules 1975 names and other particulars of theemployees required are not given as none of the employee is covered under the saidprovisions of the Act

ENVIRONMENT PROTECTION AND POLLUTION CONTROL:

The Company has always been socially conscious corporate and has always carriedforward all its operations and procedures following environment friendly norms with allnecessary clearances.

Your Company has taken the following steps towards environment and Ecological balancein manufacturing of Castings.

• Continuous plantation activities in and around the Factory as usual has helpedin keeping the environment pollution free.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO:

The Company has taken all possible measures for the conservation of energy byundertaking required steps. The information regarding the foreign exchange earnings andoutgo is not applicable hence there is no such transactions.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

There were no cases of sexual harassment filed during the year under review in termsof the provision of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

CORPORATE SOCIAL RESPONSIBILITY;

As the Company does not fall in the mandatory bracket for Corporate SocialResponsibility pursuant to Section 135 of the Companies Act 2013 the Company did notadopt any activity pursuant to the same for the financial year 2015-16.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

Pursuant to the provisions of section 134 (3) (h) of the Companies Act 2013 read withRule 8 (2) of the Companies (Accounts) Rules 2014 Form AOC-2 is annexed to thisreport. ANNEXURE

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

In compliance with various Regulations of the SEBI (Listing obligations and disclosurerequirements) Regulations 2015 entered in with the Stock Exchanges a separate section onManagement Discussion and Analysis that includes details on the state of affairs of theCompany as required to be disclosed in the Directors Report forms part of this AnnualReport. Further the Corporate Governance Report as approved by the Board of Directorstogether with a certificate from the Statutory Auditors confirming the compliances alsoforms part of Annual Report.

STATUTORY AUDITORS:

M/s. Sandeep Rathi & Associates Chartered Accountants (FRN # 113728W) areappointed as the Statutory Auditor of the Company to fill the casual vacancy caused due toindisposition of M/s. Jajodia & Company Chartered Accountants (FRN #121911W) tohold office till the term M/s. Jajodia & Company

was to hold the office.

The Board has further appointed M/s. Sandeep Rathi & Associates CharteredAccountants (FRN # 113728W) to hold the office of the statutory auditor of theCompany from the conclusion of the ensuing Annual General Meeting till the Annual GeneralMeeting to be held in the year 2020 subject to ratification by the shareholder annuallyand at a remuneration to be fixed by the Board of Directors in consultation with theauditors plus applicable service tax and reimbursement of out of pocket expenses incurredby them for the purpose of audit.

Further Certificate from the Auditors has been received to the effect that theirre-appointment if made would be within the limits prescribed under section 139 of theCompanies Act 2013.

STATUTORY AUDITORS’ REPORT:

The statutory auditors’ report is self explanatory. It does not require anycomment as there is no qualification in reports.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed Ms. Kala Agarwal a firm of Company Secretaries in Practice(C.O.P. No.- 5356) to undertake the Secretarial Audit of the Company. The SecretarialAudit report is annexed herewith. ANNEXURE

SECRETARIAL AUDIT REPORT:

The Secretarial auditors’ report is self explanatory. It does not require anycomment as there is no qualification in reports.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as annexure to the Board’s report.ANNEXURE

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given/ made any loans guarantees and investments under Section 186of the Companies Act 2013.

DISCLOSURE RELATING TO SUBSIDIARY COMPANIES/ASSOCIATECOMPANIES/JOINTVENTURES:

The Company does not have any Subsidiary/Associate Company/ Joint Venture.

However Pursuant to first proviso to sub-section (3) of section 129 read with rule 5of Companies (Accounts) Rules 2014 Form AOC-1 is annexed to this report. ANNEXURE

ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to all the Company employees for theirenormous personal efforts as well as their collective contribution to Company's recordperformance.

The Directors would also like to thank Shareholders Customers Dealers SuppliersBankers Financial Institutions Government Authorities and all Other Business Associatesfor the continued support given by them to the Company and their confidence in theManagement.

BY ORDER OF THE BOARD OF DIRECTORS
NITIN .S. KEDIA
DIRECTOR
DIN:00050749
Place: Mumbai
Date: 16/07/2016